Common use of Right of Setoff Clause in Contracts

Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender, the L/C Issuer and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, the L/C Issuer or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party against any and all of the obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or the L/C Issuer, irrespective of whether or not such Lender or the L/C Issuer shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch or office of such Lender or the L/C Issuer different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender, the L/C Issuer and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the L/C Issuer or their respective Affiliates may have. Each Lender and the L/C Issuer agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender, the L/C Issuer and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, the L/C Issuer or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party against any and all of the obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or the L/C IssuerIssuer or any such Affiliate, irrespective of whether or not such Lender or the L/C Issuer shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch or office of such Lender or the L/C Issuer different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender, the L/C Issuer and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the L/C Issuer or their respective Affiliates may have. Each Lender and the L/C Issuer agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender, the L/C Issuer and each of their respective Affiliates is hereby authorized at any time and from time to time, after obtaining the prior written consent of the Administrative Agent, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, the L/C Issuer or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party against any and all of the obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or the L/C Issuer, irrespective of whether or not such Lender or the L/C Issuer shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch or office of such Lender or the L/C Issuer different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender, the L/C Issuer and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the L/C Issuer or their respective Affiliates may have. Each Lender and the L/C Issuer agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender, the L/C Issuer Issuing Bank, and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable lawRequirements of Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, the L/C Issuer Issuing Bank or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party against any and all of the obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or the L/C IssuerIssuing Bank, irrespective of whether or not such Lender or the L/C Issuer Issuing Bank shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch or office of such Lender or the L/C Issuer Issuing Bank different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender, the L/C Issuer Issuing Bank and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the L/C Issuer Issuing Bank or their respective Affiliates may have. Each Lender and the L/C Issuer Issuing Bank agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, ; provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Setoff. If an Event of Default shall have occurred and be continuingcontinuing or if any Lender shall have been served with a trustee process or similar attachment relating to property of a Loan Party, each Lender, the L/C Issuer and each of their respective Affiliates is hereby authorized at any time and from time to time, after obtaining the prior written consent of the Agent or the Required Lenders, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, the L/C Issuer or any such Affiliate to or for the credit or the account of the Borrower Borrowers or any other Loan Party against any and all of the obligations of the Borrower or such Loan Party Obligations now or hereafter existing under this Agreement or any other Loan Document to such Lender or the L/C Issuer, regardless of the adequacy of the Collateral, and irrespective of whether or not such Lender or the L/C Issuer shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower Borrowers or such Loan Party may be contingent or unmatured or are owed to a branch or office of such Lender or the L/C Issuer different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender, the L/C Issuer and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the L/C Issuer or their respective Affiliates may have. Each Lender and the L/C Issuer agrees to notify the Lead Borrower and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Setoff. If an Event Each of Default shall have occurred and be continuingAgent, each Lender, the each L/C Issuer and each Affiliate (including each branch office thereof) of their respective Affiliates any of them is hereby authorized authorized, without notice or demand (each of which is hereby waived by each Credit Party), at any time and from time to time, time during the continuance of any Event of Default and to the fullest extent permitted by applicable lawRequirements of Law, to set off and apply any and all deposits (whether general or special, time or demand, provisional or final, in whatever currency) at any time held and other Indebtedness, claims or other obligations (in whatever currency) at any time owing by Agent, such Lender, the such L/C Issuer or any such Affiliate of their respective Affiliates to or for the credit or the account of the Borrower or any other Loan Credit Party against any and all Obligation of the obligations of the Borrower or such Loan any Credit Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or the L/C Issuerexisting, irrespective of whether or not any demand was made under any Loan Document with respect to such Obligation and even though such Obligation may be unmatured. No Lender or the L/C Issuer shall have made exercise any demand under this Agreement such right of setoff without the prior consent of Agent or any other Loan Document and although such obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch or office of such Lender or the L/C Issuer different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender, the L/C Issuer and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the L/C Issuer or their respective Affiliates may haveRequired Lenders. Each of Agent, each Lender and the each L/C Issuer agrees promptly to notify the Borrower and the Administrative Agent promptly after any such setoff and applicationapplication made by such Lender or its Affiliates; provided, provided however, that the failure to give such notice shall not affect the validity of such setoff and application. The rights under this Section 9.11 are in addition to any other rights and remedies (including other rights of setoff) that Agent, the Lenders, the L/C Issuer, their Affiliates and the other Secured Parties, may have.

Right of Setoff. If an Event of a Default shall have occurred and be continuing, each Lender, the L/C Issuer Issuers, and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable lawLaw, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, the applicable L/C Issuer Issuer, or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party Company against any and all of the obligations of the Borrower or such Loan Party other Company now or hereafter existing under this Agreement or any other Loan Document Paper to such Lender or the applicable L/C Issuer, irrespective of whether or not such Lender or the applicable L/C Issuer shall have made any demand under this Agreement or any other Loan Document Paper and although such obligations of the Borrower or such Loan Party other Company may be contingent or unmatured or are owed to a branch or office of such Lender or the applicable L/C Issuer different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender, the each L/C Issuer Issuer, and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the applicable L/C Issuer Issuer, or their respective Affiliates may have. Each Lender and the each L/C Issuer agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided provided, that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender, the each L/C Issuer and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, the such L/C Issuer or any such Affiliate to or for the credit or the account of the Borrower Company or any other Loan Party against any and all of the obligations of the Borrower Company or such Loan Party now or hereafter existing under this Credit Agreement or any other Loan Document to such Lender or the such L/C Issuer, irrespective of whether or not such Lender or the such L/C Issuer shall have made any demand under this Credit Agreement or any other Loan Document and although such obligations of the Borrower Company or such Loan Party may be contingent or unmatured or are owed to a branch or office of such Lender or the such L/C Issuer different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender, the each L/C Issuer and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the such L/C Issuer or their respective Affiliates may have. Each Lender and the each L/C Issuer agrees to notify the Borrower Company and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender, the L/C Issuer and each of their respective Affiliates is hereby authorized at any time and from time to time, after obtaining the prior written consent of the Administrative Agent, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, the L/C Issuer or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party against any and all of the obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or the L/C Issuer, irrespective of whether or not such Lender or the L/C Issuer shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch or office of such Lender or the L/C Issuer different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender, the L/C Issuer and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the L/C Issuer or their respective Affiliates may have. Each Lender and the L/C Issuer agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Setoff. If an Event Each of Default shall have occurred and be continuingAgent, each Lender, the each L/C Issuer and each Affiliate (including each branch office thereof) of their respective Affiliates any of them is hereby authorized authorized, without notice or demand (each of which is hereby waived by each Credit Party), at any time and from time to time, time during the continuance of any Event of Default and to the fullest extent permitted by applicable lawRequirements of Law, to set off and apply any and all deposits (whether general or special, time or demand, provisional or final, in whatever currency) at any time held and other Indebtedness, claims or other obligations (in whatever currency) at any time owing by Agent, such Lender, the such L/C Issuer or any such Affiliate of their respective Affiliates to or for the credit or the account of the Borrower Borrowers or any other Loan Credit Party against any and all Obligation of the obligations of the Borrower or such Loan any Credit Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or the L/C Issuerexisting, irrespective of whether or not any demand was made under any Loan Document with respect to such Obligation and even though such Obligation may be unmatured. No Lender or the L/C Issuer shall have made exercise any demand under this Agreement such right of setoff without the prior consent of Agent or any other Loan Document and although such obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch or office of such Lender or the L/C Issuer different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender, the L/C Issuer and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the L/C Issuer or their respective Affiliates may haveRequired Lenders. Each of Agent, each Lender and the each L/C Issuer agrees promptly to notify the Borrower Representative and the Administrative Agent promptly after any such setoff and applicationapplication made by such Lender or its Affiliates; provided, provided however, that the failure to give such notice shall not affect the validity of such setoff and application. The rights under this Section 9.11 are in addition to any other rights and remedies (including other rights of setoff) that Agent, the Lenders, the L/C Issuer, their Affiliates and the other Secured Parties, may have.

Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender, the L/C Issuer and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, the L/C Issuer or any such Affiliate to or for the credit or the account of the Parent Borrower or any other Loan Credit Party against any and all of the obligations of the such Parent Borrower or such Loan Credit Party now or hereafter existing under this Credit Agreement or any other Loan Credit Document to such Lender or the L/C Issuer, irrespective of whether or not such Lender or the L/C Issuer shall have made any demand under this Credit Agreement or any other Loan Credit Document and although such obligations of the such Parent Borrower or such Loan Credit Party may be contingent or unmatured or are owed to a branch or office of such Lender or the L/C Issuer different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender, the L/C Issuer and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the L/C Issuer or their respective Affiliates may have. Each Lender and the L/C Issuer agrees to notify the Parent Borrower and the Administrative Agent promptly after any such setoff and application, ; provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender, the L/C Issuer and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, the L/C Issuer or any such Affiliate to or for the credit or the account of the any Borrower or any other Loan Party against any and all of the obligations of the such Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or the L/C Issuer, irrespective of whether or not such Lender or the L/C Issuer shall have made any demand under this Agreement or any other Loan Document and although such obligations of the such Borrower or such Loan Party may be contingent or unmatured or are owed to a branch or office of such Lender or the L/C Issuer different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender, the L/C Issuer and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the L/C Issuer or their respective Affiliates may have. Each Lender and the L/C Issuer agrees to notify the Borrower Company and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender, the each L/C Issuer and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, the such L/C Issuer or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party against any and all of the obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or the such L/C Issuer, irrespective of whether or not such Lender or the such L/C Issuer shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch or office of such Lender or the such L/C Issuer different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender, the each L/C Issuer and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the such L/C Issuer or their respective Affiliates may have. Each Lender and the each L/C Issuer agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender, the L/C Issuer and each of their respective Affiliates is hereby authorized at any time and from time to time, after obtaining the prior written consent of the Administrative Agent, to the fullest extent permitted by applicable lawApplicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, the L/C Issuer or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party against any and all of the obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or the L/C Issuer, irrespective of whether or not such Lender or the L/C Issuer shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch or office of such Lender or the L/C Issuer different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender, the L/C Issuer and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the L/C Issuer or their respective Affiliates may have. Each Lender and the L/C Issuer agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Setoff. If Subject to the Intercreditor Agreement, if an Event of Default shall have occurred and be continuing, each Lender, the L/C Issuer Lender and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable lawRequirements of Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, the L/C Issuer Lender or any such Affiliate to or for the credit or the account of the Borrower Designated Company or any other Loan Party against any and all of the obligations of the Borrower Designated Company or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or the L/C IssuerLender, irrespective of whether or not such Lender or the L/C Issuer shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower Designated Company or such Loan Party may be contingent or unmatured or are owed to a branch or office of such Lender or the L/C Issuer different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender, the L/C Issuer Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the L/C Issuer Lender or their its respective Affiliates may have. Each Lender and the L/C Issuer agrees to notify the Borrower Designated Company and the Administrative Agent promptly after any such setoff and application, ; provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Setoff. If an Event Each of Default shall have occurred and be continuingAgent, each Lender, the each L/C Issuer and each Affiliate (including each branch office thereof) of their respective Affiliates any of them is hereby authorized authorized, without notice or demand (each of which is hereby waived by each Credit Party), at any time and from time to time, time during the continuance of any Event of Default and to the fullest extent permitted by applicable lawRequirements of Law, to set off and apply any and all deposits (whether general or special, time or demand, provisional or final, in whatever currency) at any time held and other Indebtedness, claims or other obligations (in whatever currency) at any time owing by Agent, such Lender, the such L/C Issuer or any such Affiliate of their respective Affiliates to or for the credit or the account of the Borrower or any other Loan Credit Party against any and all Obligation of the obligations of the Borrower or such Loan any Credit Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or the L/C Issuerexisting, irrespective of whether or not any demand was made under any Loan Document with respect to such Obligation and even though such Obligation may be unmatured. No Lender or the L/C Issuer shall have made exercise any demand under this Agreement such right of setoff without the prior consent of Agent or any other Loan Document and although such obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch or office of such Lender or the L/C Issuer different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender, the L/C Issuer and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the L/C Issuer or their respective Affiliates may haveRequired Lenders. Each of Agent, each Lender and the each L/C Issuer agrees promptly to notify the Borrower and the Administrative Agent promptly after any such setoff and applicationapplication made by such Lender or its Affiliates; provided, provided however, that the failure to give such notice shall not affect the validity of such setoff and application. The rights under this Section 10.11 are in addition to any other rights and remedies (including other rights of setoff) that Agent, the Lenders, the L/C Issuer, their Affiliates and the other Secured Parties, may have.

Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender, the each L/C Issuer and each of their respective Affiliates is hereby authorized at any time and from time to time, after giving prior written notice to the Administrative Agent, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, the L/C Issuer or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party against any and all of the obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or the such L/C Issuer, irrespective of whether or not such Lender or the such L/C Issuer shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch or office of such Lender or the such L/C Issuer different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender, the such L/C Issuer and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the such L/C Issuer or their respective Affiliates may have. Each Lender and the each L/C Issuer agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender, the L/C Issuer and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, the L/C Issuer or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Credit Party against any and all of the obligations of the such Borrower or such Loan Credit Party now or hereafter existing under this Credit Agreement or any other Loan Credit Document to such Lender or the L/C Issuer, irrespective of whether or not such Lender or the L/C Issuer shall have made any demand under this Credit Agreement or any other Loan Credit Document and although such obligations of the such Borrower or such Loan Credit Party may be contingent or unmatured or are owed to a branch or office of such Lender or the L/C Issuer different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender, the L/C Issuer and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the L/C Issuer or their respective Affiliates may have. Each Lender and the L/C Issuer agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender, the L/C Issuer each Issuing Bank and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, the L/C Issuer such Issuing Bank or any such Affiliate Affiliate, to or for the credit or the account of the Borrower or any other Loan Party against any and all of the obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or the L/C Issuersuch Issuing Bank or their respective Affiliates which are then due and payable, irrespective of whether or not such Lender Lender, Issuing Bank or the L/C Issuer Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch branch, office or office Affiliate of such Lender or the L/C Issuer such Issuing Bank different from the branch branch, office or office Affiliate holding such deposit or obligated on such indebtedness. The rights of each Lender, the L/C Issuer each Issuing Bank and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the L/C Issuer such Issuing Bank or their respective Affiliates may have. Each Lender and the L/C Issuer Issuing Bank agrees to promptly notify the Borrower and the Administrative Agent promptly after any such setoff and applicationapplication by such Lender, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Setoff. If Subject to the Intercreditor Agreement, if an Event of Default shall have occurred and be continuing, each Lender, the L/C Issuer each Issuing Bank, and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable lawApplicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, the L/C Issuer such Issuing Bank or any such Affiliate to or for the credit or the account of the any Borrower or any other Loan Party against any and all of the obligations of the such Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or the L/C Issuersuch Issuing Bank, irrespective of whether or not such Lender or the L/C Issuer such Issuing Bank shall have made any demand under this Agreement or any other Loan Document and although such obligations of the such Borrower or such Loan Party may be contingent or unmatured or are owed to a branch or office of such Lender or the L/C Issuer such Issuing Bank different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender, the L/C Issuer each Issuing Bank and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the L/C Issuer such Issuing Bank or their respective Affiliates may have. Each Lender and the L/C Issuer each Issuing Bank agrees to notify the Administrative Borrower and the Administrative Agent promptly after any such setoff and application, ; provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender, the L/C Letter of Credit Issuer and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable lawLaw, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, the L/C Letter of Credit Issuer or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party against any and all of the obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or the L/C Letter of Credit Issuer, irrespective of whether or not such Lender or the L/C Letter of Credit Issuer shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch or office of such Lender or the L/C Letter of Credit Issuer different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender, the L/C Letter of Credit Issuer and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the L/C Letter of Credit Issuer or their respective Affiliates may have. Each Lender and the L/C Letter of Credit Issuer agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Setoff. If an Event Each of Default shall have occurred and be continuingAgent, each Lender, the each L/C Issuer and each Affiliate (including each branch office thereof) of their respective Affiliates any of them is hereby authorized authorized, without notice or demand (each of which is hereby waived by each Credit Party), at any time and from time to time, time during the continuance of any Event of Default and to the fullest extent permitted by applicable lawRequirements of Law, to set off and apply any and all deposits (whether general or special, time or demand, provisional or final, in whatever currency) at any time held and other Indebtedness, claims or other obligations (in whatever currency) at any time owing by Agent, such Lender, the such L/C Issuer or any such Affiliate of their respective Affiliates to or for the credit or the account of the Borrower Borrowers or any other Loan Credit Party against any and all Obligation of the obligations of the Borrower or such Loan any Credit Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or the L/C Issuerexisting, irrespective of whether or not any demand was made under any Loan Document with respect to such Obligation and even though such Obligation may be unmatured. No Lender or the L/C Issuer shall have made exercise any demand under this Agreement such right of setoff without the prior consent of Agent or any other Loan Document and although such obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch or office of such Lender or the L/C Issuer different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender, the L/C Issuer and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the L/C Issuer or their respective Affiliates may haveRequired Lenders. Each of Agent, each Lender and the each L/C Issuer agrees promptly to notify the Borrower Representative and the Administrative Agent promptly after any such setoff and applicationapplication made by such Lender or its Affiliates; provided, provided however, that the failure to give such notice shall not affect the validity of such setoff and application. The rights under this Section 9.11 are in addition to any other rights and remedies (including other rights of setoff) that Agent, the Lenders, the L/C Issuer, their Affiliates and the other Secured Parties, may have.

Right of Setoff. If Subject to the Intercreditor Agreement, if an Event of Default shall have occurred and be continuing, each Lender, the L/C Issuer Lender and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable lawRequirements of Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, the L/C Issuer Lender or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party against any and all of the obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or the L/C IssuerLender, irrespective of whether or not such Lender or the L/C Issuer shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch or office of such Lender or the L/C Issuer different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender, the L/C Issuer Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the L/C Issuer Lender or their its respective Affiliates may have. Each Lender and the L/C Issuer agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, ; provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender, the L/C Issuer and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable lawLaw, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, the L/C Issuer or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party against any and all of the obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or the L/C Issuer, irrespective of whether or not such Lender or the L/C Issuer shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch or office of such Lender or the L/C Issuer different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender, the L/C Issuer and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the L/C Issuer or their respective Affiliates may have. Each Lender and the L/C Issuer agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Setoff. If an Event Each of Default shall have occurred and be continuingAgent, each Lender, the each L/C Issuer and each Affiliate (including each branch office thereof) of their respective Affiliates any of them is hereby authorized authorized, without notice or demand (each of which is hereby waived by each Credit Party), at any time and from time to time, time during the continuance of any Event of Default and to the fullest extent permitted by applicable lawRequirements of Law, to set off and apply any and all deposits (whether general or special, time or demand, provisional or final, in whatever currency) at any time held and other Indebtedness, claims or other obligations (in whatever currency) at any time owing by Agent, such Lender, the such L/C Issuer or any such Affiliate of their respective Affiliates to or for the credit or the account of the Borrower or any other Loan Credit Party against any and all Obligation of the obligations of the Borrower or such Loan any Credit Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or the L/C Issuerexisting, irrespective of whether or not any demand was made under any Loan Document with respect to such Obligation and even though such Obligation may be unmatured. No Lender or the L/C Issuer shall have made exercise any demand under this Agreement or any other Loan Document and although such obligations right of set off without the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch or office prior written consent of such Lender or the L/C Issuer different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender, the L/C Issuer and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the L/C Issuer or their respective Affiliates may haveAgent. Each of Agent, each Lender and the each L/C Issuer agrees promptly to notify the Borrower and the Administrative Agent promptly after any such setoff and applicationapplication made by such Lender or its Affiliates; provided, provided however, that the failure to give such notice shall not affect the validity of such setoff and application. The rights under this Section 9.11 are in addition to any other rights and remedies (including other rights of setoff) that Agent, the Lenders, the L/C Issuer, their Affiliates and the other Secured Parties, may have.

Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender, the L/C Issuer Administrator, each Fronting Bank and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, the L/C Issuer Administrator, such Fronting Bank or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party against any and all of the obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or Lender, the L/C IssuerAdministrator or such Fronting Bank, irrespective of whether or not such Lender or the L/C Issuer Administrator or Fronting Bank shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch or office of such Lender or the L/C Issuer Administrator or the Fronting Bank different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender, the L/C Issuer Administrator, each Fronting Bank and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the L/C Issuer Administrator, such Fronting Bank or their respective Affiliates may have. Each Lender and Lender, the L/C Issuer Administrator and each Fronting Bank agrees to notify the Borrower Loan Parties and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Setoff. If an Event of Default shall have occurred and be continuing, the Administrative Agent, each Lender, the L/C Issuer Lender and Issuing Bank and each of their respective Affiliates is hereby authorized at any time and from time to time, except to the fullest extent permitted prohibited by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations Indebtedness (in whatever currency) at any time owing by the Administrative Agent, such Lender, the L/C Issuer Lender or any such Affiliate Issuing Bank to or for the credit or the account of the Borrower or any other Loan Party to whom it has made Loans against any of and all of the obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any and other Loan Document to Documents held by the Administrative Agent, such Lender or the L/C IssuerIssuing Bank, irrespective of whether or not the Administrative Agent, such Lender or the L/C Issuer Issuing Bank shall have made any demand under this Agreement or any such other Loan Document and although such obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch or office of such Lender or the L/C Issuer Issuing Bank different from the branch or office holding such deposit or obligated on such indebtednessIndebtedness. The rights of the Administrative Agent, each Lender, the L/C Issuer Issuing Bank and their respective Affiliates under this Section 9.06 are in addition to other rights and remedies (including other rights of setoff) that which the Administrative Agent, such Lender, the L/C Issuer Issuing Bank or their respective Affiliates may have. Each The Administrative Agent, each Lender and the L/C Issuer agrees Issuing Bank agree to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Setoff. If an Event of Default shall have occurred and be continuing, each Agent, Lender, the L/C Issuer Issuing Bank and each of their respective Affiliates is hereby authorized at any time and from time to time, except to the fullest extent permitted prohibited by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations Indebtedness (in whatever currency) at any time owing by such Agent, Lender, the L/C Issuer or any such Affiliate Issuing Bank to or for the credit or the account of the any Borrower or any other Loan Party to whom it has made Loans against any of and all of the obligations of the such Borrower or such Loan Party now or hereafter existing under this Agreement or any and other Loan Document to Documents held by such Agent, Lender or the L/C IssuerIssuing Bank, irrespective of whether or not such Agent, Lender or the L/C Issuer Issuing Bank shall have made any demand under this Agreement or any such other Loan Document and although such obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch or office of such Lender or the L/C Issuer Issuing Bank different from the branch or office holding such deposit or obligated on such indebtednessIndebtedness. The rights of each Agent, Lender, the L/C Issuer Issuing Bank and their respective Affiliates under this Section 9.06 are in addition to other rights and remedies (including other rights of setoff) that which such Agent, Lender, the L/C Issuer Issuing Bank or their respective Affiliates may have. Each Agent, Lender and the L/C Issuer Issuing Bank agrees to notify the U.S. Borrower and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender, the L/C Issuer and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, the L/C Issuer or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party against any and all of the obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or the L/C Issuer, irrespective of whether or not such Lender or the L/C Issuer shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch or office of such Lender or the L/C Issuer different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender, the L/C Issuer and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the L/C Issuer or their respective Affiliates may have. Each Lender and the L/C Issuer agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, ; provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender, the L/C Issuer Issuing Bank, and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable lawRequirements of Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, the L/C Issuer Issuing Bank or any such Affiliate to or for the credit or the account of the Borrower Borrowers or any other Loan Party against any and all of the obligations of the Borrower Borrowers or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or the L/C IssuerIssuing Bank, irrespective of whether or not such Lender or the L/C Issuer Issuing Bank shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower Borrowers or such Loan Party may be contingent or unmatured or are owed to a branch or office of such Lender or the L/C Issuer Issuing Bank different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender, the L/C Issuer Issuing Bank and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the L/C Issuer Issuing Bank or their respective Affiliates may have. Each Lender and the L/C Issuer Issuing Bank agrees to notify the Borrower Borrowers and the Administrative Agent Agents promptly after any such setoff and application, ; provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender, the L/C Issuer and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, the L/C Issuer or any such Affiliate to or for the credit or the account of the Borrower Borrowers or any other Loan Party against any and all of the obligations of the Borrower Borrowers or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or the L/C Issuer, irrespective of whether or not such Lender or the L/C Issuer shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower Borrowers or such Loan Party may be contingent or unmatured or are owed to a branch or office of such Lender or the L/C Issuer different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender, the L/C Issuer and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the L/C Issuer or their respective Affiliates may have. Each Lender and the L/C Issuer agrees to notify the Borrower Borrowers and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender, the each L/C Issuer and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, the such L/C Issuer or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party against any and all of the obligations Credit Agreement Obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or the such L/C Issuer, irrespective of whether or not such Lender or the such L/C Issuer shall have made any demand under this Agreement or any other Loan Document and although such obligations Credit Agreement Obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch or office of such Lender or the such L/C Issuer different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender, the each L/C Issuer and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the such L/C Issuer or their respective Affiliates may have. Each Lender and the each L/C Issuer agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application; provided, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender, the L/C Issuer and each of their respective Affiliates is hereby authorized at any time and from time to time, after obtaining the prior written consent of the Administrative Agent, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currencycurrency (but not trust accounts)) at any time held and other obligations (in whatever currency) at any time owing by such Lender, the L/C Issuer or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party against any and all of the obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or the L/C Issuer, irrespective of whether or not such Lender or the L/C Issuer shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch or office of such Lender or the L/C Issuer different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender, the L/C Issuer and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the L/C Issuer or their respective Affiliates may have. Each Lender and the L/C Issuer agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender, the L/C Issuer and each of their respective Affiliates is hereby authorized at any time and from time to time, after obtaining the prior written consent of the Administrative Agent, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, the L/C Issuer or any such Affiliate to or for the credit or the account of the any Borrower or any other Loan Party against any and all of the obligations of the such Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or the L/C Issuer, irrespective of whether or not such Lender or the L/C Issuer shall have made any demand under this Agreement or any other Loan Document and although such obligations of the such Borrower or such Loan Party may be contingent or unmatured or are owed to a branch or office of such Lender or the L/C Issuer different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender, the L/C Issuer and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the L/C Issuer or their respective Affiliates may have. Each Lender and the L/C Issuer agrees to notify the Borrower Company and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender, the L/C Issuer Administrator, each Fronting Bank and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable lawApplicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, the L/C Issuer Administrator, such Fronting Bank or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party against any and all of the obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or Lender, the L/C IssuerAdministrator or such Fronting Bank, irrespective of whether or not such Lender or the L/C Issuer Administrator or Fronting Bank shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch or office of such Lender or the L/C Issuer Administrator or the Fronting Bank different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender, the L/C Issuer Administrator, each Fronting Bank and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the L/C Issuer Administrator, such Fronting Bank or their respective Affiliates may have. Each Lender and Lender, the L/C Issuer Administrator and each Fronting Bank agrees to notify the Borrower Loan Parties and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender, the L/C Issuer and each of their respective Affiliates is hereby authorized at any time and from time to time, after obtaining the prior written consent of Administrative Agent, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, the L/C Issuer or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party against any and all of the obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or the L/C Issuer, irrespective of whether or not such Lender or the L/C Issuer shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch or office of such Lender or the L/C Issuer different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender, the L/C Issuer and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the L/C Issuer or their respective Affiliates may have. Each Lender and the L/C Issuer agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lenderof the Lenders, the L/C Issuer Issuing Bank and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off setoff and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, the L/C Issuer Issuing Bank or any such Affiliate to or for the credit or the account of the Parent, a Borrower or any other Loan Party against any and all of the obligations of the Parent, such Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or the L/C IssuerIssuing Bank, irrespective of whether or not such Lender or the L/C Issuer such Issuing Bank shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Parent, such Borrower or such Loan Party may be contingent or unmatured or are owed to a branch or office of such Lender or the L/C Issuer Issuing Bank different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lenderthe Lenders, the L/C Issuer Issuing Bank and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, Lender or the L/C Issuer Issuing Bank or their respective Affiliates may have. Each Lender and the L/C Issuer Issuing Bank agrees to notify the Parent or the respective Borrower and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender (other than a Defaulting Lender), the L/C Issuer each Issuing Bank, and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable lawRequirements of Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, the L/C Issuer such Issuing Bank or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party against any and all of the obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or the L/C Issuersuch Issuing Bank, irrespective of whether or not such Lender or the L/C Issuer such Issuing Bank shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch or office of such Lender or the L/C Issuer such Issuing Bank different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender, the L/C Issuer each Issuing Bank and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the L/C Issuer such Issuing Bank or their respective Affiliates may have. Each Lender and the L/C Issuer each Issuing Bank agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, ; provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender, the each L/C Issuer and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, the such L/C Issuer or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party against any and all of the obligations of the Borrower or such Loan Party now or hereafter existing under this Credit Agreement or any other Loan Document to such Lender or the such L/C Issuer, irrespective of whether or not such Lender or the such L/C Issuer shall have made any demand under this Credit Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch or office of such Lender or the such L/C Issuer different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender, the each L/C Issuer and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the such L/C Issuer or their respective Affiliates may have. Each Lender and the each L/C Issuer agrees to notify the Borrower Company and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Setoff. If an Event of Default shall have occurred Upon any amount becoming due and be continuingpayable by the Borrower hereunder (whether at stated maturity, by acceleration or otherwise), each Lender, the each L/C Issuer and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, the such L/C Issuer or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party against any and all of the obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or the such L/C Issuer, irrespective of whether or not such Lender or the such L/C Issuer shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch or office of such Lender or the such L/C Issuer different from the branch or office holding such deposit or obligated on such indebtednessIndebtedness. The rights of each Lender, the each L/C Issuer and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the such L/C Issuer or their respective Affiliates may have. Each Lender and the each L/C Issuer agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Setoff. If an Event of Default shall have occurred Upon any amount becoming due and be continuingpayable hereunder (whether at stated maturity, by acceleration or otherwise), each Lender, the L/C Issuer and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, the L/C Issuer or any such Affiliate to or for the credit or the account of the Borrower or any other a Loan Party against any and all of the obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or the L/C Issuer, irrespective of whether or not such Lender or the L/C Issuer shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch or office of such Lender or the L/C Issuer different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender, the L/C Issuer and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the L/C Issuer or their respective Affiliates may have. Each Lender and the L/C Issuer agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender, the each L/C Issuer and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, the such L/C Issuer or any such Affiliate to or for the credit or the account of the any Borrower or any other Loan Party against any and all of the obligations of the such Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or the such L/C Issuer, irrespective of whether or not such Lender or the such L/C Issuer shall have made any demand under this Agreement or any other Loan Document and although such obligations of the such Borrower or such Loan Party may be contingent or unmatured or are owed to a branch or office of such Lender or the such L/C Issuer different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender, the each L/C Issuer and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the such L/C Issuer or their respective Affiliates may have. Each Lender and the each L/C Issuer agrees to notify the applicable Borrower and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application. No Lender shall set off against any Dominion Account without the prior consent of Collateral Agent.

Right of Setoff. If an In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, upon the occurrence of any Event of Default shall have occurred and be continuingor at maturity, each Lender, the each L/C Issuer and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, the such L/C Issuer or any such Affiliate to or for the credit or the account of the Borrower Borrowers or any other Loan Party against any and all of the obligations of the Borrower Borrowers or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or the such L/C Issuer, irrespective of whether or not such Lender or the such L/C Issuer shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch or office of such Lender or the such L/C Issuer different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender, the such L/C Issuer and their respective Affiliates under this Section 11.08 are in addition to other rights and remedies (including other rights of setoff) that such Lender, the such L/C Issuer or their respective Affiliates may have. Each Lender and the L/C Issuer agrees to notify the Borrower Borrowers and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender, the L/C Issuer and each of their respective Affiliates is hereby authorized at any time and from time to time, after obtaining the prior written consent of Agent, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, the L/C Issuer or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party against any and all of the obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or the L/C IssuerIssuer or any such Affiliate, irrespective of whether or not such Lender or the L/C Issuer shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch or office of such Lender or the L/C Issuer different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender, the L/C Issuer and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the L/C Issuer or their respective Affiliates may have. Each Lender and the L/C Issuer agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender, the L/C Issuer and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, the L/C Issuer or any such Affiliate to or for the credit or the account of the Borrower Borrowers or any other Loan Party against any and all of the obligations of the Borrower Borrowers or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or the L/C IssuerIssuer or any such Affiliate, irrespective of whether or not such Lender or the L/C Issuer shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower Borrowers or such Loan Party may be contingent or unmatured or are owed to a branch or office of such Lender or the L/C Issuer different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender, the L/C Issuer and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the L/C Issuer or their respective Affiliates may have. Each Lender and the L/C Issuer agrees to notify the Borrower Borrowers and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender, the L/C Issuer and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, the L/C Issuer or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party against any and all of the obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or the L/C IssuerIssuer or any such Affiliate, irrespective of whether or not such Lender or the L/C Issuer shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch or office of such Lender or the L/C Issuer different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender, the L/C Issuer and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the L/C Issuer or their respective Affiliates may have. Each Lender and the L/C Issuer agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Setoff. If an Event of Default shall have has occurred and be continuingis continuing under Section 8.01(a) or Section 8.01(f), each Lender, the each L/C Issuer and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, the such L/C Issuer or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party against any and all of the obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or the such L/C Issuer, irrespective of whether or not such Lender or the such L/C Issuer shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch or office of such Lender or the such L/C Issuer different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender, the each L/C Issuer and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the L/C Issuer or their respective Affiliates may have. Each Lender and the each L/C Issuer agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender, the each L/C Issuer and each Affiliate of their respective Affiliates a US Lender a party to a Specified Swap Contract is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable lawLaws, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, the such L/C Issuer or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party Guarantor against any and all of the obligations of the Borrower or such Loan Party Guarantor now or hereafter existing under this Agreement Guaranty or any other Loan Document to such Lender or the such L/C Issuer, irrespective of whether or not such Lender or the such L/C Issuer shall have made any demand under this Agreement Guaranty or any other Loan Document and although such obligations of the Borrower or such Loan Party Guarantor may be contingent or unmatured or are owed to a branch or office of such Lender or the such L/C Issuer different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender, the each L/C Issuer and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the such L/C Issuer or their respective Affiliates may have. Each Lender and the each L/C Issuer agrees to notify the Borrower applicable Guarantor and the Administrative Agent promptly after any such setoff and application, ; provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender, the each L/C Issuer and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable lawLaw, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, the such L/C Issuer or any such Affiliate to or for the credit or the account of the either Borrower or any other Loan Party against any and all of the obligations of the Borrower Borrowers or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or the such L/C IssuerIssuer or any such Affiliate, irrespective of whether or not such Lender or the such L/C Issuer shall have made any demand under this Agreement or any other Loan Document and although such obligations of the such Borrower or such Loan Party may be contingent or unmatured or are owed to a branch or office of such Lender or the such L/C Issuer different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender, the such L/C Issuer and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the such L/C Issuer or their respective Affiliates may have. Each Lender and the each L/C Issuer agrees to notify the applicable Borrower and the Administrative applicable Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Setoff. If an Event Each of Default shall have occurred and be continuingAgent, each Lender, the each L/C Issuer and each Affiliate (including each branch office thereof) of their respective Affiliates any of them is hereby authorized authorized, without notice or demand (each of which is hereby waived by each Credit Party), at any time and from time to time, time during the continuance of any Event of Default and to the fullest extent permitted by applicable lawRequirements of Law, to set off and apply any and all deposits (whether general or special, time or demand, provisional or final, in whatever currency) at any time held and other Indebtedness, claims or other obligations (in whatever currency) at any time owing by Agent, such Lender, the such L/C Issuer or any such Affiliate of their respective Affiliates to or for the credit or the account of the Borrower or any other Loan Credit Party against any and all Obligation of the obligations of the Borrower or such Loan any Credit Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or the L/C Issuerexisting, irrespective of whether or not any demand was made under any Loan Document with respect to such Obligation and even though such Obligation may be unmatured. No Lender or the L/C Issuer shall have made exercise any demand under this Agreement such right of setoff without the prior consent of Agent or any other Loan Document and although such obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch or office of such Lender or the L/C Issuer different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender, the L/C Issuer and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the L/C Issuer or their respective Affiliates may haveRequired Lenders. Each of Agent, each Lender and the each L/C Issuer agrees promptly to notify the Borrower and the Administrative Agent promptly after any such setoff and applicationapplication made by such Lender or its Affiliates; provided, provided however, that the failure to give such notice shall not affect the validity of such setoff and application. The rights under this Section 9.11 are in addition to any other rights and remedies (including other rights of setoff) that Agent, the Lenders, the L/C Issuer, their Affiliates and the other Secured Parties, may have.

Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender, the L/C Issuer Issuing Bank, and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable lawRequirements of Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, the L/C Issuer Issuing Bank or any such Affiliate to or for the credit or the account of the any Borrower or any other Loan Party against any and all of the obligations of the such Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or the L/C IssuerIssuing Bank, irrespective of whether or not such Lender or the L/C Issuer Issuing Bank shall have made any demand under this Agreement or any other Loan Document and although such obligations of the such Borrower or such Loan Party may be contingent or unmatured or are owed to a branch or office of such Lender or the L/C Issuer Issuing Bank different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender, the L/C Issuer Issuing Bank and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the L/C Issuer Issuing Bank or their respective Affiliates may have. Each Lender and the L/C Issuer Issuing Bank agrees to notify the Borrower Borrowers and the Administrative Agent Agents promptly after any such setoff and application, ; provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender, the L/C Issuer Issuing Bank and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, the L/C Issuer Issuing Bank or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party (other than VPDI) against any and all of the obligations of the Borrower or such Loan Party now or hereafter existing under this Credit Agreement or any other Loan Document to such Lender or the L/C IssuerIssuing Bank, as the case may be, irrespective of whether or not such Lender or the L/C Issuer Issuing Bank, shall have made any demand under this Credit Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch or office of such Lender or the L/C Issuer Issuing Bank different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender, the L/C Issuer Issuing Bank and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the L/C Issuer Issuing Bank, or their respective Affiliates may have. Each Lender and the L/C Issuer Issuing Bank, agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender, the L/C Issuer Issuing Bank, and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable lawRequirements of Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, the L/C Issuer Issuing Bank or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party against any and all of the obligations of the Borrower or such Loan Party now existing on the Original Closing Date or hereafter existing thereafter under this Agreement (or the Original Credit Agreement, as applicable) or any other Loan Document to such Lender or the L/C IssuerIssuing Bank, irrespective of whether or not such Lender or the L/C Issuer Issuing Bank shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch or office of such Lender or the L/C Issuer Issuing Bank different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender, the L/C Issuer Issuing Bank and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the L/C Issuer Issuing Bank or their respective Affiliates may have. Each Lender and the L/C Issuer Issuing Bank agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, ; provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Setoff. If an Event of Default shall have occurred and be continuing, each Agent, Lender, the L/C Issuer Issuing Bank and each of their respective Affiliates is hereby authorized at any time and from time to time, except to the fullest extent permitted prohibited by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations Indebtedness (in whatever currency) at any time owing by such Agent, Lender, the L/C Issuer or any such Affiliate Issuing Bank to or for the credit or the account of the any Borrower or any other Loan Party to whom it has made Loans against any of and all of the obligations of the such Borrower or such Loan Party now or hereafter existing under this Agreement or any and other Loan Document to Documents held by such Agent, Lender or the L/C IssuerIssuing Bank, irrespective of whether or not such Agent, Lender or the L/C Issuer Issuing Bank shall have made any demand under this Agreement or any such other Loan Document and although such obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch or office of such Lender or the L/C Issuer Issuing Bank different from the branch or office holding such deposit or obligated on such indebtednessIndebtedness. The rights of each Agent, Lender, the L/C Issuer Issuing Bank and their respective Affiliates under this Section 9.06 are in addition to other rights and remedies (including other rights of setoff) that which such Agent, Lender, the L/C Issuer Issuing Bank or their respective Affiliates may have. Each Agent, Lender and the L/C Issuer Issuing Bank agrees to notify the Parent Borrower and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender, the L/C Issuer and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, the L/C Issuer or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party against any and all of the obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or the L/C IssuerIssuer or any such Affiliate, irrespective of whether or not such Lender or the L/C Issuer shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch or office of such Lender or the L/C Issuer different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender, the L/C Issuer and their respective Affiliates under this Section 10.08 are in addition to other rights and remedies (including other rights of setoff) that such Lender, the L/C Issuer or their respective Affiliates may have. Each Lender and the L/C Issuer agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender, the L/C Issuer Issuing Bank, and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable lawRequirements of Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, the L/C Issuer Issuing Bank or any such Affiliate to or for the credit or the account of the any Borrower or any other Loan Party against any and all of the obligations of the such Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or the L/C IssuerIssuing Bank, irrespective of whether or not such Lender or the L/C Issuer Issuing Bank shall have made any demand under this Agreement or any other Loan Document and although such obligations of the such Borrower or such Loan Party may be contingent or unmatured or are owed to a branch or office of such Lender or the L/C Issuer Issuing Bank different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender, the L/C Issuer Issuing Bank and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the L/C Issuer Issuing Bank or their respective Affiliates may have. Each Lender and the L/C Issuer Issuing Bank agrees to notify the Borrower Borrowers and the Administrative Agent promptly after any such setoff and application, ; provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender, the L/C Issuer and each of their respective Affiliates is hereby authorized at any time and from time to time, time to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, the L/C Issuer or any such Affiliate to or for the credit or the account of the any Borrower or any other Loan Party against any and all of the obligations of the such Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or the L/C Issuer, irrespective of whether or not such Lender or the L/C Issuer shall have made any demand under this Agreement or any other Loan Document and although such obligations of the such Borrower or such Loan Party may be contingent or unmatured or are owed to a branch or office of such Lender or the L/C Issuer different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender, the L/C Issuer and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the L/C Issuer or their respective Affiliates may have. Each Lender and the L/C Issuer agrees to notify the Borrower Company and the Administrative Agent promptly after any such setoff and application, ; provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Setoff. If an Event Each of Default shall have occurred and be continuingAgent, each Lender, the each L/C Issuer and each Affiliate (including each branch office thereof) of their respective Affiliates any of them is hereby authorized authorized, without notice or demand (each of which is hereby waived by each Credit Party), at any time and from time to time, time during the continuance of any Event of Default and to the fullest extent permitted by applicable lawRequirements of Law, to set off and apply any and all deposits (whether general or special, time or demand, provisional or final, in whatever currency) at any time held and other Indebtedness, claims or other obligations (in whatever currency) at any time owing by Agent, such Lender, the such L/C Issuer or any such Affiliate of their respective Affiliates to or for the credit or the account of the Borrower or any other Loan Credit Party against any and all Obligation of the obligations of the Borrower or such Loan any Credit Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or the L/C Issuerexisting, irrespective of whether or not any demand was made under any Loan Document with respect to such Obligation and even though such Obligation may be unmatured. No Lender or the L/C Issuer shall have made exercise any demand under this Agreement such right of setoff without the prior consent of Agent or any other Loan Document and although such obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch or office of such Lender or the L/C Issuer different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender, the L/C Issuer and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the L/C Issuer or their respective Affiliates may haveRequired Lenders. Each of Agent, each Lender and the each L/C Issuer agrees promptly to notify the Borrower and the Administrative Agent promptly after any such setoff and applicationapplication made by such Lender or its Affiliates; provided, provided however, that the failure to give such notice shall not affect the validity of such setoff and application. The rights under this Section 8.11 are in addition to any other rights and remedies (including other rights of setoff) that Agent, the Lenders, the L/C Issuer, their Affiliates and the other Secured Parties, may have.

Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender, the L/C Issuer and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off setoff and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, the L/C Issuer or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party against any and all of the obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or the L/C Issuer, irrespective of whether or not such Lender or the L/C Issuer shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch or office of such Lender or the L/C Issuer different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender, the L/C Issuer and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the L/C Issuer or their respective Affiliates may have. Each Lender and the L/C Issuer agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, ; provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender, the L/C Issuer and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, the L/C Issuer or any such Affiliate to or for the credit or the account of the Borrower Company or any other Loan Party Borrower against any and all of the obligations of the Borrower Company or such Loan Party any Borrower, as applicable, now or hereafter existing under this Agreement or any other Loan Document to such Lender or the L/C Issuer, irrespective of whether or not such Lender or the L/C Issuer shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower Company or such Loan Party Borrower may be contingent or unmatured or are owed to a branch or office of such Lender or the L/C Issuer different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender, the L/C Issuer and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the L/C Issuer or their respective Affiliates may have. Each Lender and the L/C Issuer agrees to notify the Borrower Company and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender, the L/C Issuer and each of their respective Affiliates is hereby authorized at any time and from time to time, after obtaining the prior written consent of the Administrative Agent, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, the L/C Issuer or any such Affiliate to or for the credit or the account of the any Borrower or any other Loan Party against any and all of the obligations of the such Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or the L/C Issuer, irrespective of whether or not such Lender or the L/C Issuer shall have made any demand under this Agreement or any other Loan Document and although such obligations of the such Borrower or such Loan Party may be contingent or unmatured or are owed to a branch or office of such Lender or the L/C Issuer different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender, the L/C Issuer and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the L/C Issuer or their respective Affiliates may have. Each Lender and the L/C Issuer agrees to notify the Borrower SALIC and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Setoff. If an In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, upon the occurrence of any Event of Default shall have occurred and be continuingor at maturity, each Lender, the each L/C Issuer and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, the such L/C Issuer or any such Affiliate to or for the credit or the account of the Borrower Borrowers or any other Loan Party against any and all of the obligations of the Borrower Borrowers or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or the such L/C Issuer, irrespective of whether or not such Lender or the such L/C Issuer shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch or office of such Lender or the such L/C Issuer different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender, the such L/C Issuer and their respective Affiliates under this Section 11.08 are in addition to other rights and remedies (including other rights of setoff) that such Lender, the such L/C Issuer or their respective Affiliates may have. Each Lender and the L/C Issuer agrees to notify the Borrower Borrowers and the Administrative Agent promptly after any such setoff and application, provided provided, that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender, the L/C Issuer and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, the L/C Issuer or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party against any and all of the obligations of the Borrower or such Loan Party now or hereafter existing under this Credit Agreement or any other Loan Document to such Lender or the L/C Issuer, irrespective of whether or not such Lender or the L/C Issuer shall have made any demand under this Credit Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch or office of such Lender or the L/C Issuer different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender, the L/C Issuer and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the L/C Issuer or their respective Affiliates may have. Each Lender and the L/C Issuer agrees to notify the Borrower Company and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender, the L/C Issuer each Issuing Bank and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, the L/C Issuer such Issuing Bank or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party against any and all of the obligations Obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender Lender, such Issuing Bank or the L/C Issuertheir respective Affiliates which are then due and payable, irrespective of whether or not such Lender Lender, Issuing Bank or the L/C Issuer Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch branch, office or office Affiliate of such Lender or the L/C Issuer such Issuing Bank different from the branch branch, office or office Affiliate holding such deposit or obligated on such indebtedness. The rights of each Lender, the L/C Issuer each Issuing Bank and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the L/C Issuer such Issuing Bank or their respective Affiliates may have. Each Lender and the L/C Issuer Issuing Bank agrees to promptly notify the Borrower and the Administrative Agent promptly after any such setoff and applicationapplication by such Lender, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender, the L/C Issuer and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currencycurrency other than accounts held as trust accounts for the benefit of third parties) at any time held and other obligations (in whatever currency) at any time owing by such Lender, the L/C Issuer or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party against any and all of the obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or the L/C Issuer, irrespective of whether or not such Lender or the L/C Issuer shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch or office of such Lender or the L/C Issuer different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender, the L/C Issuer and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the L/C Issuer or their respective Affiliates may have. Each Lender and the L/C Issuer agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Setoff. If Subject to the Financing Orders, if an Event of Default shall have occurred and be continuing, each Lender, the each L/C Issuer and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, the such L/C Issuer or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party against any and all of the obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or the such L/C Issuer, irrespective of whether or not such Lender or the such L/C Issuer shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch or office of such Lender or the such L/C Issuer different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender, the each L/C Issuer and their respective Affiliates under this Section 10.08 are in addition to other rights and remedies (including other rights of setoff) that such Lender, the such L/C Issuer or their respective Affiliates may have. Each Lender of the Lenders and the L/C Issuer Issuers agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, ; provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Setoff. If an Event of Default shall have occurred and be continuing, each the Lender, the L/C Issuer and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such the Lender, the L/C Issuer or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party against any and all of the obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such the Lender or the L/C Issuer, irrespective of whether or not such the Lender or the L/C Issuer shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch or office of such the Lender or the L/C Issuer different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each the Lender, the L/C Issuer and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such the Lender, the L/C Issuer or their respective Affiliates may have. Each The Lender and the L/C Issuer agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender, the L/C Issuer and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, the L/C Issuer or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party against any and all of the obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or the L/C IssuerIssuer or any such Affiliate, irrespective of whether or not such Lender or the L/C Issuer shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch or office of such Lender or the L/C Issuer different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender, the L/C Issuer and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the L/C Issuer or their respective Affiliates may have. Each Lender and the L/C Issuer agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided PROVIDED that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender, the L/C Issuer and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, the L/C Issuer or any such Affiliate to or for the credit or the account of the Parent Borrower or any other Loan Credit Party against any and all of the obligations of the such Parent Borrower or such Loan Credit Party now or hereafter existing under this Credit Agreement or any other Loan Credit Document to such Lender or the L/C Issuer, irrespective of whether or not such Lender or the L/C Issuer shall have made any demand under this Credit Agreement or any other Loan Credit Document and although such obligations of the such Parent Borrower or such Loan Credit Party may be contingent or unmatured or are owed to a branch or office of such Lender or the L/C Issuer different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender, the L/C Issuer and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the L/C Issuer or their respective Affiliates may have. Each Lender and the L/C Issuer agrees to notify the Parent Borrower and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender, the each L/C Issuer and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, the each L/C Issuer or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Credit Party against any and all of the obligations of the such Borrower or such Loan Credit Party now or hereafter existing under this Credit Agreement or any other Loan Credit Document to such Lender or the such L/C Issuer, irrespective of whether or not such Lender or the such L/C Issuer shall have made any demand under this Credit Agreement or any other Loan Credit Document and although such obligations of the such Borrower or such Loan Credit Party may be contingent or unmatured or are owed to a branch or office of such Lender or the such L/C Issuer different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender, the such L/C Issuer and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the such L/C Issuer or their respective Affiliates may have. Each Lender and the such L/C Issuer agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender, the L/C Issuer and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, the L/C Issuer or any such Affiliate to or for the credit or the account of the any Borrower or any other Loan Party against any and all of the obligations of the Borrower Borrowers or such the Loan Party Parties now or hereafter existing under this Agreement or any other Loan Document to such Lender or the L/C IssuerIssuer or any such Affiliate, irrespective of whether or not such Lender or the L/C Issuer shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower Borrowers or such the Loan Party Parties may be contingent or unmatured or are owed to a branch or office of such Lender or the L/C Issuer different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender, the L/C Issuer and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the L/C Issuer or their respective Affiliates may have. Each Lender and the L/C Issuer agrees to notify the Borrower Company and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender, the each L/C Issuer and each of their respective Affiliates is hereby authorized at any time and from time to time, after obtaining the prior written consent of the Administrative Agents, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, the such L/C Issuer or any such Affiliate to or for the credit or the account of the any Borrower or any other Loan Party against any and all of the obligations of the such Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or the such L/C Issuer, irrespective of whether or not such Lender or the such L/C Issuer shall have made any demand under this Agreement or any other Loan Document and although such obligations of the such Borrower or such Loan Party may be contingent or unmatured or are owed to a branch or office of such Lender or the such L/C Issuer different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender, the each L/C Issuer and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the such L/C Issuer or their respective Affiliates may have. Each Lender and the each L/C Issuer agrees to notify the Borrower Company and the Administrative Agent Agents promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender, the L/C Issuer and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, the L/C Issuer or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party against any and all of the obligations of the Borrower or such Loan Party now or hereafter existing under this Credit Agreement or any other Loan Document to such Lender or the L/C Issuer, irrespective of whether or not such Lender or the L/C Issuer shall have made any demand under this Credit Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch or office of such Lender or the L/C Issuer different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender, the L/C Issuer and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the L/C Issuer or their respective Affiliates may have. Each Lender and the L/C Issuer agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender, the each L/C Issuer and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, the such L/C Issuer or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party against any and all of the obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or the such L/C Issuer, irrespective of whether or not such Lender or the such L/C Issuer shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch or office of such Lender or the such L/C Issuer different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender, the each L/C Issuer and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the such L/C Issuer or their respective Affiliates may have. Each Lender and the each L/C Issuer agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, ,; provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender, the each L/C Issuer and each Affiliate of their respective Affiliates a Lender a party to a Specified Swap Contract is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable lawLaws, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, the such L/C Issuer or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party Guarantor against any and all of the obligations of the Borrower or such Loan Party Guarantor now or hereafter existing under this Agreement Guaranty or any other Loan Document to such Lender or the such L/C Issuer, irrespective of whether or not such Lender or the such L/C Issuer shall have made any demand under this Agreement Guaranty or any other Loan Document and although such obligations of the Borrower or such Loan Party Guarantor may be contingent or unmatured or are owed to a branch or office of such Lender or the such L/C Issuer different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender, the each L/C Issuer and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the such L/C Issuer or their respective Affiliates may have. Each Lender and the each L/C Issuer agrees to notify the Borrower applicable Guarantor and the Administrative Agent promptly after any such setoff and application, ; provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender, the each L/C Issuer and each of their respective Affiliates is hereby authorized at any time and from time to time, after obtaining the prior written consent of the Administrative Agent, to the fullest extent permitted by applicable lawApplicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, the any L/C Issuer or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party against any and all of the obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or the L/C Issuer, irrespective of whether or not such Lender or the L/C Issuer shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch or office of such Lender or the L/C Issuer different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender, the L/C Issuer and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the L/C Issuer or their respective Affiliates may have. Each Lender and the L/C Issuer agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender, the L/C Issuer and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable lawLaw, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, the L/C Issuer or any such Affiliate to or for the credit or the account of the either Borrower or any other Loan Party against any and all of the obligations of the such Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or the L/C Issuer, irrespective of whether or not such Lender or the L/C Issuer shall have made any demand under this Agreement or any other Loan Document and although such obligations of the such Borrower or such Loan Party may be contingent or unmatured or are owed to a branch or office of such Lender or the L/C Issuer different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender, the L/C Issuer and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the L/C Issuer or their respective Affiliates may have. Each Lender and the L/C Issuer agrees to notify the applicable Borrower and the Administrative Agent promptly after any such setoff and application, ; provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender, the L/C Issuer and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, the L/C Issuer or any such Affiliate to or for the credit or the account of the any Borrower or any other Loan Party against any and all of the obligations of the any Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or the L/C Issuer, irrespective of whether or not such Lender or the L/C Issuer shall have made any demand under this Agreement or any other Loan Document and although such obligations of the such Borrower or such Loan Party may be contingent or unmatured or are owed to a branch or office of such Lender or the L/C Issuer different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender, the L/C Issuer and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the L/C Issuer or their respective Affiliates may have. Each Lender and the L/C Issuer agrees to notify the Borrower Agent and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender, the L/C Issuer and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, the L/C Issuer or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party against any and all of the obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or the L/C Issuer, irrespective of whether or not such Lender or the L/C Issuer shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch or office of such Lender or the L/C Issuer different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender, the L/C Issuer and their respective Affiliates under this Section SECTION are in addition to other rights and remedies (including other rights of setoff) that such Lender, the L/C Issuer or their respective Affiliates may have. Each Lender and the L/C Issuer agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided PROVIDED that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender, the L/C Issuer and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable lawLaw, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, the L/C Issuer or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party against any and all of the obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or the L/C Issuer, irrespective of whether or not such Lender or the L/C Issuer shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch or office of such Lender or the L/C Issuer different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender, ; provided that in the L/C Issuer and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights event that any Defaulting Lender shall exercise any such right of setoff) that such Lender, the L/C Issuer or their respective Affiliates may have. Each Lender and the L/C Issuer agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application.,

Right of Setoff. If an Event of Default shall have occurred and be continuingcontinuing with respect to a Borrower, each Lender, the L/C Issuer and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable lawLaw, to set off setoff and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) of such Borrower at any time held and other obligations (in whatever currency) at any time owing by such Lender, the L/C Issuer or any such Affiliate to or for the credit or the account of the such Borrower or any other Loan Party against any and all of the obligations of the such Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or the L/C Issuer, irrespective of whether or not such Lender or the L/C Issuer shall have made any demand under this Agreement or any other Loan Document and although such obligations of the such Borrower or such Loan Party may be contingent or unmatured or are owed to a branch or office of such Lender or the L/C Issuer different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender, the L/C Issuer and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the L/C Issuer or their respective Affiliates may have. Each Lender and the L/C Issuer agrees to notify the applicable Borrower and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender, the each L/C Issuer and each of their respective Affiliates is hereby authorized at any time and from time to time, after obtaining the prior written consent of the Administrative Agent, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, the such L/C Issuer or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party against any and all of the obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or the such L/C Issuer, irrespective of whether or not such Lender or the such L/C Issuer shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch or office of such Lender or the such L/C Issuer different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender, the each L/C Issuer and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the such L/C Issuer or their respective Affiliates may have. Each Lender and the each L/C Issuer agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, ; provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender, the L/C Issuer and each of their respective Affiliates Lender is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, the L/C Issuer or any such Affiliate Lender to or for the credit or the account of the any Borrower or any other Loan Party against any and all of the obligations of the such Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or the L/C Issuer, irrespective of whether or not such Lender or the L/C Issuer shall have made any demand under this Agreement or any other Loan Document and although such obligations of the such Borrower or such Loan Party may be contingent or unmatured or are owed to a branch or office of such Lender or the L/C Issuer different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender, the L/C Issuer and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the L/C Issuer or their respective Affiliates may have. Each Lender and the L/C Issuer agrees to notify the Borrower Company and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender, the L/C Issuer and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable lawLaw, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, the L/C Issuer or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party against any and all of the obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or the L/C Issuer, irrespective of whether or not such Lender or the L/C Issuer shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch or office of such Lender or the L/C Issuer different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender, the L/C Issuer and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the L/C Issuer or their respective Affiliates may have. Each Lender and the L/C Issuer agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application.-109-

Right of Setoff. If an Event of Default shall have occurred and be continuing, each Agent, Lender, the L/C Issuer Issuing Bank and each of their respective Affiliates is hereby authorized at any time and from time to time, except to the fullest extent permitted prohibited by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations Indebtedness (in whatever currency) at any time owing by such Agent, Lender, the L/C Issuer or any such Affiliate Issuing Bank to or for the credit or the account of the any Borrower or any other Loan Party to whom it has made Loans against any of and all of the obligations of the such Borrower or such Loan Party now or hereafter existing under this Agreement or any and other Loan Document to Documents held by such Agent, Lender or the L/C IssuerIssuing Bank, irrespective of whether or not such Agent, Lender or the L/C Issuer Issuing Bank shall have made any demand under this Agreement or any such other Loan Document and although such obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch or office of such Lender or the L/C Issuer Issuing Bank different from the branch or office holding such deposit or obligated on such indebtednessIndebtedness. The rights of each Agent, Lender, the L/C Issuer Issuing Bank and their respective Affiliates under this Section 9.06 are in addition to other rights and remedies (including other rights of setoff) that which such Agent, Lender, the L/C Issuer Issuing Bank or their respective Affiliates may have. Each Agent, Lender and the L/C Issuer Issuing Bank agrees to notify the U.S.Parent Borrower and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender, the each L/C Issuer and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, the such L/C Issuer or any such Affiliate to or for the credit or the account of the any Borrower or any other Loan Credit Party against any and all of the obligations of the such Borrower or such Loan Credit Party now or hereafter existing under this Credit Agreement or any other Loan Credit Document to such Lender or the such L/C Issuer, irrespective of whether or not such Lender or the such L/C Issuer shall have made any demand under this Credit Agreement or any other Loan Credit Document and although such obligations of the such Borrower or such Loan Credit Party may be contingent or unmatured or are owed to a branch or office of such Lender or the such L/C Issuer different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender, the each L/C Issuer and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the such L/C Issuer or their respective Affiliates may have. Each Lender and the each L/C Issuer agrees to notify the each applicable Borrower and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender, the each L/C Issuer Issuer, and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, the such L/C Issuer or any such Affiliate to or for the credit or the account of the Borrower Borrowers or any other Loan Party against any and all of the obligations of the applicable Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or the such L/C Issuer, irrespective of whether or not such Lender or the such L/C Issuer shall have made any demand under this Agreement or any other Loan Document and although such obligations of the such Borrower or such Loan Party may be contingent or unmatured or are owed to a branch or office of such Lender or the such L/C Issuer different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender, the each L/C Issuer and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the such L/C Issuer or their respective Affiliates may have. Each Lender and the each L/C Issuer agrees to notify the applicable Borrower and the applicable Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Setoff. If an Event Each of Default shall have occurred and be continuingAgent, each Lender, the each L/C Issuer and each Affiliate (including each branch office thereof) of their respective Affiliates any of them is hereby authorized authorized, without notice or demand (each of which is hereby waived by each Credit Party), at any time and from time to time, time during the continuance of any Event of Default and to the fullest extent permitted by applicable lawRequirements of Law, to set off and apply any and all deposits (whether general or special, time or demand, provisional or final, in whatever currency) at any time held and other Indebtedness, claims or other obligations (in whatever currency) at any time owing by Agent, such Lender, the such L/C Issuer or any such Affiliate of their respective Affiliates to or for the credit or the account of the Borrower Borrowers or any other Loan Credit Party against any and all Obligation of the obligations of the Borrower or such Loan any Credit Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or the L/C Issuerexisting, irrespective of whether or not any demand was made under any Loan Document with respect to such Obligation and even though such Obligation may be unmatured. No Lender or the L/C Issuer shall have made exercise any demand under this Agreement such right of setoff without the prior consent of Agent or any other Loan Document and although such obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch or office of such Lender or the L/C Issuer different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender, the L/C Issuer and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the L/C Issuer or their respective Affiliates may haveRequired Lenders. Each of Agent, each Lender and the each L/C Issuer agrees promptly to notify the Borrower Representative and the Administrative Agent promptly after any such setoff and applicationapplication made by such Lender or its Affiliates; provided, provided however, that the failure to give such notice shall not affect the validity of such setoff and application. The rights under this Section 9.11 are in addition to any other rights and remedies (including other rights of setoff) that Agent, the Lenders, the L/C Issuer, their Affiliates and the other Secured Parties, may have.

Right of Setoff. If an Event of Default shall have occurred Upon any amount becoming due and be continuingpayable by the Borrower hereunder (whether at stated maturity, by acceleration or otherwise), each Lender, the each L/C Issuer and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, the such L/C Issuer or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party against any and all of the obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or the such L/C Issuer, irrespective of whether or not such Lender or the such L/C Issuer shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch or office of such Lender or the such L/C Issuer different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender, the each L/C Issuer and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the such L/C Issuer or their respective Affiliates may have. Each Lender and the each L/C Issuer agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender, the L/C Issuer and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, the L/C Issuer or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party against any and all of the obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document due and owing to such Lender or the L/C Issuer, irrespective of whether or not such Lender or the L/C Issuer shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch or office of such Lender or the L/C Issuer different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender, the L/C Issuer and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the L/C Issuer or their respective Affiliates may have. Each Lender and the L/C Issuer agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender, the each L/C Issuer and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, the such L/C Issuer or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Credit Party against any and all of the obligations of the such Borrower or such Loan Credit Party now or hereafter existing under this Credit Agreement or any other Loan Credit Document to such Lender or the such L/C Issuer, irrespective of whether or not such Lender or the such L/C Issuer shall have made any demand under this Credit Agreement or any other Loan Credit Document and although such obligations of the such Borrower or such Loan Credit Party may be contingent or unmatured or are owed to a branch or office of such Lender or the such L/C Issuer different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender, the each L/C Issuer and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the such L/C Issuer or their respective Affiliates may have. Each Lender and the each L/C Issuer agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender, the L/C Issuer and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, the L/C Issuer or any such Affiliate to or for the credit or the account of the Borrower Borrowers or any other Loan Party against any and all of the obligations of the Borrower Borrowers or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or the L/C Issuer, irrespective of whether or not such Lender or the L/C Issuer shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower Borrowers or such Loan Party may Partymay be contingent or unmatured or are owed to a branch or office of such Lender or the L/C Issuer different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender, the L/C Issuer and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the L/C Issuer or their respective Affiliates may have. Each Lender and the L/C Issuer agrees to notify the Borrower Company and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender, the L/C Issuer and each of their respective Affiliates is hereby authorized at any time and from time to time, after obtaining the prior written consent of the Administrative Agent, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, the L/C Issuer or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party Borrowers against any and all of the obligations of the Borrower or such Loan Party Borrowers now or hereafter existing under this Agreement or any other Loan Document to such Lender or the L/C Issuer, irrespective of whether or not such Lender or the L/C Issuer shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party Borrowers may be contingent or unmatured or are owed to a branch or office of such Lender or the L/C Issuer different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender, the L/C Issuer and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the L/C Issuer or their respective Affiliates may have. Each Lender and the L/C Issuer agrees to notify the Borrower Borrowers and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender, the L/C Issuer and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, the L/C Issuer or any such Affiliate to or for the credit or the account of the Parent Borrower or any other Loan Credit Party against any and all of the obligations of the such Parent Borrower or such Loan Credit Party now or hereafter existing under this Credit Agreement or any other Loan Credit Document to such Lender or the L/C Issuer, irrespective of whether or not such Lender or the L/C Issuer shall have made any demand under this Credit Agreement or any other Loan Credit Document and although such obligations of the such Parent Borrower or such Loan Credit Party may be contingent or unmatured or are owed to a branch or office of such Lender or the L/C Issuer different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender, the L/C Issuer and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the L/C Issuer or their respective Affiliates may have. Each Lender and the L/C Issuer agrees to notify the Parent Borrower and the Administrative Agent promptly after any such setoff and application, ,; provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Setoff. If an Event Each of Default shall have occurred and be continuingAgent, each Lender, the each L/C Issuer and each Affiliate (including each branch office thereof) of their respective Affiliates any of them is hereby authorized authorized, without notice or demand (each of which is hereby waived by each Credit Party), at any time and from time to time, time during the continuance of any Event of Default and to the fullest extent permitted by applicable lawRequirements of Law, to set off and apply any and all deposits (whether general or special, time or demand, provisional or final, in whatever currency) at any time held and other Indebtedness, claims or other obligations (in whatever currency) at any time owing by Agent, such Lender, the such L/C Issuer or any such Affiliate of their respective Affiliates to or for the credit or the account of the Borrower or any other Loan Credit Party against any and all Obligation of the obligations of the Borrower or such Loan any Credit Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or the L/C Issuerexisting, irrespective of whether or not any demand was made under any Loan Document with respect to such Obligation and even though such Obligation may be unmatured. No Lender or the L/C Issuer shall have made exercise any demand under this Agreement such right of setoff without the prior consent of Agent or any other Loan Document and although such obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch or office of such Lender or the L/C Issuer different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender, the L/C Issuer and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the L/C Issuer or their respective Affiliates may haveRequired Lenders. Each of Agent, each Lender and the each L/C Issuer agrees promptly to notify the Borrower and the Administrative Agent promptly after any such setoff and applicationapplication made by such Lender or its Affiliates; provided, provided however, that the failure to give such notice shall not affect the validity of such setoff and application. The rights under this Section 9.11 are in addition to any other rights and remedies (including other rights of setoff) that Agent, the Lenders, the L/C Issuers, their Affiliates and the other Secured Parties, may have.

Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender, the each L/C Issuer and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, the such L/C Issuer or any such Affiliate to or for the credit or the account of the any Borrower or any other Loan Party against any and all of the obligations of the such Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or the such L/C Issuer, irrespective of whether or not such Lender or the such L/C Issuer shall have made any demand under this Agreement or any other Loan Document and although such obligations of the such Borrower or such Loan Party may be contingent or unmatured or are owed to a branch or office of such Lender or the such L/C Issuer different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender, the each L/C Issuer and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the such L/C Issuer or their respective Affiliates may have. Each Lender and the each L/C Issuer agrees to notify the applicable Borrower and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application. No Lender shall set off against any Dominion Account without the prior consent of Administrative Agent.

Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender, the L/C Issuer and each of their respective Affiliates is hereby authorized at any time and from time to time, after obtaining the prior written consent of the Administrative Agent to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, the L/C Issuer or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party against any and all of the obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or the L/C Issuer, irrespective of whether or not such Lender or the L/C Issuer shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch or office of such Lender or the L/C Issuer different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender, the L/C Issuer and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the L/C Issuer or their respective Affiliates may have. Each Lender and the L/C Issuer agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Setoff. If an Event of Default shall have has occurred and be continuingis continuing under Section 8.01(a) or Section 8.01(f), each Lender, the each L/C Issuer and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, the such L/C Issuer or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party against any and all of the obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or the such L/C Issuer, irrespective of whether or not such Lender or the such L/C Issuer shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch or office of such Lender or the such L/C Issuer different from the branch or office holding such deposit or obligated on such indebtedness. The rights of 107 each Lender, the each L/C Issuer and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the L/C Issuer or their respective Affiliates may have. Each Lender and the each L/C Issuer agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application.

Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender, the L/C Issuer Lender and each of their respective Affiliates LC Issuer is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable lawLaw, to set off and apply any and all deposits Table of Contents (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, the L/C Lender or such LC Issuer or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party against any and all of the obligations Obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or the L/C such LC Issuer, irrespective of whether or not such Lender or the L/C such LC Issuer shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch or office of such Lender or the L/C such LC Issuer different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender, the L/C Lender and each LC Issuer and their respective Affiliates under this Section 10.08 are in addition to other rights and remedies (including other rights of setoff) that such Lender, the L/C Lender and such LC Issuer or their respective Affiliates may have. Each Lender and the L/C each LC Issuer agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not be deemed to affect the validity of such setoff and application.

Right of Setoff. If an Event Each of Default shall have occurred and be continuingAgent, each Lender, the each L/C Issuer and each Affiliate (including each branch office thereof) of their respective Affiliates any of them is hereby authorized authorized, without notice or demand (each of which is hereby waived by each Credit Party), at any time and from time to time, time during the continuance of any Event of Default and to the fullest extent permitted by applicable lawRequirements of Law, to set off and apply any and all deposits (whether general or special, time or demand, provisional or final, in whatever currency) at any time held and other Indebtedness, claims or other obligations (in whatever currency) at any time owing by Agent, such Lender, the such L/C Issuer or any such Affiliate of their respective Affiliates to or for the credit or the account of the any Borrower or any other Loan Credit Party against any and all Obligation of the obligations of the Borrower or such Loan any Credit Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or the L/C Issuerexisting, irrespective of whether or not any demand was made under any Loan Document with respect to such Obligation and even though such Obligation may be unmatured. No Lender or the L/C Issuer shall have made exercise any demand under this Agreement such right of setoff without the prior consent of Agent or any other Loan Document and although such obligations of the Borrower or such Loan Party may be contingent or unmatured or are owed to a branch or office of such Lender or the L/C Issuer different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender, the L/C Issuer and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the L/C Issuer or their respective Affiliates may haveRequired Lenders. Each of Agent, each Lender and the each L/C Issuer agrees promptly to notify the Borrower Borrowers and the Administrative Agent promptly after any such setoff and applicationapplication made by such Lender or its Affiliates; provided, provided however, that the failure to give such notice shall not affect the validity of such setoff and application. The rights under this Section 9.11 are in addition to any other rights and remedies (including other rights of setoff) that Agent, the Lenders, the L/C Issuer, their Affiliates and the other Secured Parties, may have.